Notice of AGM

TANGIERS PETROLEUM LIMITED - Notice of AGM

PR Newswire

London, April 30

30 April 2013

Tangiers Petroleum Limited (`the Company') announces that it has today posted acircular to shareholders containing the Notice of Annual General Meeting("Meeting") to be held on 30 May 2013, Proxy Form and the Annual Report for theyear ended 31 December 2012 if previously requested. A Form of VotingInstruction will be distributed to Depository Interest holders. Below is asummary of this notice. A copy of the full Annual Report and full explanatorystatement is available from the Company's website at www.tangierspetroleum.com.

TIME AND PLACE OF MEETING

Notice is given that the Annual General Meeting of the Shareholders to whichthis Notice of Meeting relates will be held at 10am (WST) on 30 May 2013 at:

The Country Woman's Association House Meeting Room1176 Hay Street, West Perth, WA 6005

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and yourvote is important.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting at the time, date andplace set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and returnby:

so that it is received not later than 10.00am WST on 28 May 2013.

Proxy Forms received later than this time will be invalid.

ENTITLEMENT TO ATTEND AND VOTE

The Company may specify a time, not more than 48 hours before the AnnualGeneral Meeting, at which a "snap-shot" of Shareholders will be taken for thepurposes of determining Shareholder entitlements to vote at the Annual GeneralMeeting.

The Company's Directors have determined that all Shares of the Company that arequoted on the ASX at 5.00pm WST on 28 May 2013 shall, for the purposes ofdetermining voting entitlements at the Annual General Meeting, be taken to beheld by the persons registered as holding the Shares at that time.

Explanatory Statement

The Explanatory Statement accompanying this Notice of Meeting is incorporatedin and comprises part of this Notice of Meeting. Shareholders are specificallyreferred to the glossary in the Explanatory Statement which containsdefinitions of capitalised terms used both in this Notice of Meeting and theExplanatory Statement.

(a) member of the Company entitled to attend and vote at the Meeting isentitled to appoint a proxy;

(b) a proxy need not be a member of the Company; and

(c) a member of the Company entitled to cast two or more votes may appoint twoproxies and may specify the proportion or number of votes each proxy isappointed to exercise, but where the proportion or number is not specified,each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies andlodging Proxy Forms.

Corporate Representative

Any corporate Shareholder who has appointed a person to act as its corporaterepresentative at the Meeting should provide that person with a certificate orletter executed in accordance with section 250D of the Corporations Act 2001(Cth) (Corporations Act) authorising him or her to act as that company'srepresentative. The authority may be sent to the Company and/or registry inadvance of the Meeting or handed in at the Meeting when registering as acorporate representative. An appointment of corporate representative form isenclosed if required.

Important information in respect of proxy voting on Resolution 1 (RemunerationReport)

A vote on this Resolution must not be cast (in any capacity) by or on behalf ofeither a member of the Key Management Personnel whose remuneration details areincluded in the Remuneration Report or their closely related parties (whichincludes their spouse, child, dependent, other family members and anycontrolled company), or as a proxy by a member of Key Management Personnel orclosely related party, unless the vote is cast as a proxy for a person who isentitled to vote on Resolution 1 in accordance with their instructions on theProxy Form or by the Chairman of the Meeting pursuant to an expressauthorisation on the Proxy Form.

Due to the voting exclusions that may apply to certain items of business, theKey Management Personnel and their closely related parties will not be able tovote as your proxy on Resolution 1 unless you have directed them how to voteor, in the case of the Chairman, if you expressly authorise him.

Business

An Explanatory Statement containing information in relation to each of thefollowing Resolutions accompanies the full Notice of Annual General Meetingavailable from the Company's website at www.tangierspetroleum.com.

Ordinary Business

To receive and consider the financial report of the Company and the reports ofthe Directors and the Auditors for the year ended 31 December 2012.

1. Resolution 1 - Adoption of Remuneration Report

To consider and if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution:

"That, for the purposes of Section 250R(2) of the Corporations Act, theremuneration report forming part of the Company's Financial Report, which isavailable at www.tangierspetroleum.com be adopted."

Voting Exclusion

The Company will disregard any votes cast (in any capacity) on Resolution 1 byor on behalf of a member of the Key Management Personnel listed in theRemuneration Report (KMP) or a KMP's closely related party.

However the Company need not disregard a vote if:

a. the person does so as a proxy appointed by writing that specifies how the

proxy is to vote on the proposed resolution; or

(b) it is cast by the person chairing the meeting as a proxy appointed bywriting that specifies how the proxy is to vote on the proposed resolution.

"Closely related party" is defined in the Corporations Act and includes aspouse, dependant and certain other close family members, as well as anycompanies controlled by the KMP.

Note: The vote on this resolution is advisory only and does not bind theDirectors or the Company.

2. Resolution 2 - Re-election of Mr Brent Villemarette as an Executive Director

To consider and if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution:

"That Mr Brent Villemarette, being a Director of the Company, retires byrotation in accordance with the Constitution of the Company and being eligiblefor re-election, be hereby re-elected as an Executive Director of the Company."

3. Resolution 3 - Ratification of Previous Issue of Options

To consider and if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution:

"That, for all purposes, shareholders approve and ratify the allotment andissue of 2,500,000 Options to DJ Carmichael Pty Ltd or their nominatednominees, for the purposes and on the terms set out in the ExplanatoryStatement."

Voting Exclusion

Listing Rule 7.4, the Company will disregard any votes cast on this resolutionby a person who participated in the issue; and an associate of that person (orthose persons).

However, the entity need not disregard a vote if:

a. it is cast by a person as proxy for a person who is entitled to vote, in

accordance with the directions on the proxy form; or

b. it is cast by the person chairing the meeting as proxy for a person who is

entitled to vote, in accordance with a direction on the proxy form to vote

as the proxy decides.

4. Resolution 4 - Approval of the Employee Share Incentive Plan (Plan)

To consider and if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution:

"That for the purpose of ASX Listing Rule 7.2 Exception 9 and for all otherpurposes, the Company hereby approves the allocation of Shares under theTangiers Petroleum Limited Employee Share Incentive Plan (Plan) to personseligible to participate in the Plan on the terms and conditions set out inAnnexure B."

Voting Exclusion

The Company will disregard any votes cast on this resolution by a Director ofthe Company (except a Director who is ineligible to participate in any employeeincentive scheme in relation to the Company) and any associate of a Director.However, the Company need not disregard a vote on this Resolution if it is castby a person as proxy for a person who is entitled to vote, in accordance withthe directions on the proxy form or it is cast by the person chairing themeeting as proxy for a person entitled to vote, in accordance with a directionon a proxy form to vote as the proxy decides.

A copy of the full explanatory statement of the notice of meeting is availableon the Company's website - www.tangierspetroleum.com

Mr Ed Portman (Media and Investor Relations - United Kingdom)Tavistock Communications+44 20 7920 3150